SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MAMMOTH RESOURCES, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0378892
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
347 Bay Street, Suite 502, Toronto, Canada M5H 2R7
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(Address of Principal Executive Offices)(Zip Code)
Consultant Services Plan
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(Full title of the plan)
Gilles Trahan, C.E.O.,347 Bay Street, Suite 502, Toronto, Canada M5H 2R7
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(Name and address of agent for service)
(416) 366-5221
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(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
- ----------------------------------------------------------------------------------------------------
Common Stock 500,000 Shares $3.25(1) $1,625,000(1) $429.00
- ---------------
1 Computed pursuant to Rule 457 solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed
price. The fee is based upon the closing price of the common stock ($3.25)
reported on the NASD Bulletin Board for May 5, 2000.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant of Symphony Telecom International,
Inc., a Utah corporation formerly known as Mammoth Resources, Inc. (herein
"Registrant" or "Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a) the Registrant's latest Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999, including exhibits, filed
under Section 13(a) or 15(d) of the Securities Act of 1934, as
amended (the "Exchange Act"), including all amendments;
(b) all other reports, including amendments, filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant
document referred to in (a) immediately above;
(c) the Registrant's Form S-18 Registration Statement under the
Securities Act of 1933, as amended, including exhibits
thereto, as amended, Commission File No. 85601; and
(d) specifically, the Description of Securities of the Registrant
offered hereunder as contained under the caption "Description
of Securities" starting on page 30 of the above referenced
Form S-18 Registration Statement, as amended.
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
2
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act (a more detailed description is contained in the Form S-18 filing,
as amended, and Company filings referenced above).
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. Such
provisions are intended to increase the protection provided directors and, thus,
increase the Company's ability to attract and retain qualified persons to serve
as directors.
Utah Revised Statues, authorize the indemnification of officers and directors
and certain others under certain circumstances.
The Articles of Incorporation and Bylaws provide authority to Management, which,
though not specific, could be interpreted to authorize indemnification of
officers and Directors.
The Corporation may indemnify all of its' officers and directors, past, present
and future, against any and all expenses incurred by them, and each of them
including but not limited to legal fees, judgments and penalties which may be
incurred, rendered or levied in any legal action brought against any or all of
them for or on account of any act or omission alleged to have been committed
while acting within the scope of their duties as officers or directors of this
corporation.
In the opinion of the Securities and Exchange Commission, indemnification for
liabilities arising under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index herein.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
3
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement: and Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this
chapter) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) Include any additional or changed material information on the
plan of distribution;
(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering;
(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering ;
(4) for determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective; and
(5) for determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities;
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a Court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.
4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Toronto, Canada on May 8, 2000.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Symphony Telecom International, Inc.
/s/ Gilles Trahan, C.E.O.
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(Principal Executive Officer)
and Director
/s/ Gilles Trahan, C.E.O.
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(Principal Financial Officer)
and Director
5
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYMPHONY TELECOM INTERNATIONAL, INC.
6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION DOCUMENT PAGE NO.
- ----------- ----------- -------- --------
4 INSTRUMENTS DEFINING (a) ARTICLES OF INCORPORATED FROM
RIGHTS OF SECURITIES INCORPORATION AND COMMISSION FILE NO.
HOLDERS AMENDMENTS 85601
(b) BYLAWS AND
AMENDMENTS SAME AS ABOVE
5 OPINION RE: LEGALITY LETTER E-2
(AND CONSENT)
24 CONSENTS OF EXPERTS LETTERS E-2 (AS TO LEGAL CONSENT)
AND COUNSEL E-4 (AS TO ACCOUNTANTS
CONSENT)
9A ADDITIONAL EXHIBITS CONSULTANT SERVICES E3
PLAN
E-1
EXHIBIT 5
OPINION RE: LEGALITY
(AND CONSENT)
E-2
Law Offices of Richard Rossi, P.A.
May 5, 2000
Symphony Telecom International, Inc.
Attn: C.E.O.
Re: SEC Registration Statement on Form S-8
--------------------------------------
This firm ("Firm") has been engaged as counsel for Symphony Telecom
International, Inc., a Utah corporation ("Company"), in connection with its
proposed registration, under the Securities Act of 1933, as amended (the "Act"),
of 500,000 Shares of its Common Stock under a plan for consulting services, by
the Company, by a filing of a Registration Statement under Form S-8 to which
this opinion is a part, to be filed with the U.S. Securities and Exchange
Commission ("Commission").
In connection with rendering the opinion as set forth below, the Firm has
reviewed and examined originals or copies, of, among other things, the
following:
1. Articles of Incorporation of the Company, and any amendments;.
2. By-laws of the Company, and any amendments;
3. corporate resolutions by the Board of Directors relating to
the issuance of Common Stock for services;
3. Consultant Services Plan by the Company dated effective May 5,
2000; and
4. the Company's Registration Statement on Form S-8 and exhibits
thereto as filed with the Commission.
E-2(1)
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photo static copies, and the authenticity
of the originals of such copies and the truth of all information supplied us. We
have further assumed, among other things, that the recipients of the Shares will
have completed the required services, and/or provided considerations required
under the terms of such related agreements acceptable to the Board of Directors
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter whatsoever, including assumption, or representation. Based upon the
foregoing and in reliance thereof, it is our opinion that, subject to the
limitations set forth herein, the Shares to be issued will be duly and validly
authorized, and legally paid and available Shares (non-assessable).
E-2(2)
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly covered by the referenced Registration Statement and does
not cover any subsequent issuances of shares, if any, pertaining to other
services (such transactions are required to be included in either a new
Registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions concerning the validity of issuance of such
shares, and other items), nor does this opinion extend to any other issue.
This opinion is limited (we express no opinion with respect to the laws of any
jurisdiction). We consent to your filing this opinion with the Commission as an
exhibit to the Registration Statement on Form S-8. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our prior written consent. This opinion is based representations to this firm,
and upon our assumptions as to application of the law and facts as of the date
hereof. We assume no duty to communicate with you with respect to any matters
which come to our attention hereafter.
Sincerely yours,
/S/ LAW OFFICES OF RICHARD ROSSI, P.A.
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LAW OFFICES OF RICHARD ROSSI, P.A.
E-2(3)
EXHIBIT 10
CONSULTANT SERVICES PLAN
E-3
CONSULTANT SERVICES PLAN
THIS CONSULTANT SERVICES PLAN ("Plan") is made effective as of May 5, 2000, by
SYMPHONY TELECOM INTERNATIONAL, INC., a Utah corporation ("Company"), for
various consultants as designated by the Board ("Consultant").
R E C I T A L S:
The Company wishes to grant, and the Consultants wish to receive, as
compensation for consultation services to the Company, a total of 500,000 Shares
of the common stock of the Company ("Common Stock"), all pursuant to the
provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
premises, mutual promises, covenants, terms and conditions herein, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Consultants shares
of Common Stock (the "Shares") in the Company.
2. Services. Consultants have been engaged by the Company and the
Company has received business consultation services and promises of additional
services. Services may be detailed in additional documentation, including
confirmatory letters and agreements.
3. Compensation. The Consultants are not entitled to receive cash
compensation, unless and until any agreement to the contrary is reached with any
particular Consultant. Consultants' sole compensation is the Shares identified
herein, unless the parties agree otherwise. The parties agree the Shares are
valued at $.50 each.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").
5. Delivery of Shares. The Company shall deliver, subject to the terms
and conditions of this Plan, to each Consultant, as soon as practicable, a
Certificate representing the Shares. Each Consultant agrees to be bound by the
terms and conditions under the Plan by accepting delivery of the Shares, and any
other terms individually agreed to in writing by the parties.
6. Company's Rights. The existence of the Shares and/or this Plan shall
not affect in any way the rights of the Company to conduct its business.
E-3(1)
7. Disclosure. Each Consultant agrees to having read and fully
considered the disclosures under Exhibit "A" attached hereto and incorporated
herein by reference.
8. Amendments. This Plan may not be amended unless by the written
consent of Board.
9. Governing Law. This Plan shall be governed by the laws of the State
of Utah, and the sole venue for any action arising hereunder or in connection
herewith shall be a court of competent jurisdiction in Utah.
10. Binding Effect. This Plan shall be binding upon and for the benefit
of the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.
11. Captions. The captions herein are for convenience and shall not
control the interpretation of this Plan.
12. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.
13. Gender and Number. Unless the context otherwise requires,
references in this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the plural,
and references in the plural shall be construed to include the singular.
14. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
SYMPHONY TELECOM INTERNATIONAL, INC.
E-3(2)
EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Consultant Services Plan ("Plan") and the
name of the registrant whose securities are to be offered pursuant to the Plan
is Symphony Telecom International, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant Consultants a
total of shares of the Common Stock of the Company as compensation for
consultation services to be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974, as
amended or replaced by any subsequent law.
4. The Company shall act as Plan Administrator. The Company's address
and telephone number 347 Bay St., Suite 502, Toronto Canada, 416-366-5221. The
Company, as administrator of the Plan, will merely issue to the Consultant
shares of Common Stock pursuant to the terms of the Plan.
(b) Securities to be Offered. Pursuant to the terms of the Plan, 500,000
shares of the Company's Common Stock will be offered.
(c) Employees Who May Participate in the Plan. Consultants are the sole
participants in this Plan. Consultants are eligible to receive the
securities provided the securities have been registered or are exempt
from registration under the Securities Act of 1933, as amended (the
"Act").
(d) Purchase of Securities Pursuant to the Plan. The Company shall issue
and deliver the underlying securities to Consultants as soon as
practicable.
(e) Resale Restrictions. Consultants, after receipt of the Shares, may
assign, sell, convey or otherwise transfer the securities received,
subject to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Consultant Services Plan is not
qualified under Sec. 401 of the Internal Revenue Code of 1986, as
amended or replaced by any subsequent law.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or
termination as to the Plan may occur upon mutual written consent of the
parties. Consultant has the right to assign or hypothecate Consultant's
interest in the Plan, subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefore. n/a
Item 2 -Registrant Information and Employee Plan Annual Information.
Registrant, upon oral or written request by Consultants, shall provide, without
charge, the documents incorporated by reference in Part II, Item 3 of Company's
Form S-8 Registration Statement for the securities as well as any other
documents required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided in paragraph (a)(4) above.
E-3(3)
EXHIBIT 24
CONSENTS OF EXPERTS AND COUNSEL
E-4
CONSENT OF INDEPENDENT AUDITORS
Symphony Telecom International, Inc. ( formerly known as Mammoth Resources,
Inc.)
We hereby consent to the incorporation by reference in this filing of Symphony
Telecom International, Inc. on Form S-8 of our report dated March 6, 2000
appearing in the Company's Annual Report on Form 10-KSB for the year ended June
30, 1999.
May 8, 2000
/s/ Dohan and Company
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Dohan and Company
Certified Public Accountants, A Professional Association
E-4(1)